Common use of Purchase Clause in Contracts

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to a Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step this Agreement, on a Purchase Date with respect to a Receivables Assignment (andPurchase Agreement Supplement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (each, a “Conveyance”) without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A to such related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with each Conveyance, HARC will pay or cause to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the related Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with each Conveyance, Seller further agrees that it will, at its own expense, on or prior to the related Purchase Date (i) through indicate in its computer files or microfiche lists that the related Receivables have been conveyed to HARC in accordance with this Agreement and the related Receivables Purchase Agreement Supplement, and have been conveyed by HARC to the related Indenture Trustee pursuant to the related Master Sale and Servicing Agreement for the benefit of the related Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the related Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the related Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that each Conveyance shall constitute a sale of the Seller’s right, title and interest in and to the related Receivables and Other Conveyed Property, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the such Receivables and Other Conveyed Property subject to such Conveyance shall not be part of Seller’s estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as each Conveyance of Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and Other Conveyed Property and not a loan. In the “Purchased event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller’s right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to a Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (andthis Agreement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the on each Purchase Date Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the "CONVEYANCE") without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A hereto or to each related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (andthis Agreement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the on each Purchase Date Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the “Conveyance”) without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A hereto or to each related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of Seller’s right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller’s estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller’s right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (andthis Agreement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the on each Purchase Date Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the “Conveyance”) without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A hereto or to each related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of Seller’s right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller’s estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller’s right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoCXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (andthis Agreement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the on each Purchase Date Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the "CONVEYANCE") without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A hereto or to each related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On In the Closing Datecircumstances described in clause (1) of Section 15.1, subject to satisfaction or in the circumstances described as an Event of Loss Purchase in clause (2) or (3) of Section 15.1, the Agent Certificate Holder shall take the following actions in respect of the conditions specified applicable Affected Property upon the Administrative Agent's receipt of all amounts due with respect to such Affected Property and all other amounts then due in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourseaccordance with Section 15.1: (i) the Agent Certificate Holder shall cause the Lessor Trust to execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense: (x) a grant deed with respect to each such Property (or, if such Property is covered by a ground lease, a quitclaim deed with respect to the Improvements located on such Property together with a termination of the ground lease relating to such Property), (y) a xxxx of sale with respect to the interest of the Lessors in any items of personalty or Equipment on such Property (if any) and (z) an assignment of the entire interest of the Lessor Trust in each such Property (which shall include an assignment of all of the right, title and interest of the Seller inLessor Trust in and to any Net Proceeds and insurance proceeds with respect to each such Property not previously received by the Lessor Trust or Certificate Holders), to in each case in recordable form and under otherwise in conformity with local custom and free and clear of the Receivables listed on Lien of the Schedule of Receivables Lessor Mortgage and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable Lessor Liens attributable to the premium for physical damage collateral protection insurance required by the Seller Lessor Trust or the Servicer covering any related Financed VehicleCertificate Holders; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant each such Property shall be conveyed to the Receivables and, Lessee (or to the extent permitted by law, any accessions thereto;Lessee's designee) "AS IS" and in its then present physical condition; and (iii) in the interest case of a termination in connection with an Event of Loss, the Agent Certificate Holder shall cause the Lessor Trust or Certificate Holders to convey to the Lessee any Net Proceeds and insurance proceeds with respect to the Casualty or Condemnation giving rise to the termination of this Master Lease with respect to such Property theretofore received by the Agent Certificate Holder or at the request of the Seller in any proceeds from claims on any physical damageLessee, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse such amounts shall be applied against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Propertysums due hereunder.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to a Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables AssignmentAssignments; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step this Agreement, on a Purchase Date with respect to a Receivables Assignment (andPurchase Agreement Supplement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (each, a “Conveyance”) without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A to such related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with each Conveyance, HARC will pay or cause to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the related Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with each Conveyance, Seller further agrees that it will, at its own expense, on or prior to the related Purchase Date (i) through indicate in its computer files or microfiche lists that the related Receivables have been conveyed to HARC in accordance with this Agreement and the related Receivables Purchase Agreement Supplement, and have been conveyed by HARC to the related Indenture Trustee pursuant to the related Sale and Servicing Agreement for the benefit of the related Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the related Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the related Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that each Conveyance shall constitute a sale of the Seller’s right, title and interest in and to the related Receivables and Other Conveyed Property, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the such Receivables and Other Conveyed Property subject to such Conveyance shall not be part of Seller’s estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as each Conveyance of Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and Other Conveyed Property and not a loan. In the “Purchased event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller’s right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On Subject to and on the Closing Dateterms and conditions set forth herein, subject to satisfaction of the conditions specified in Article V Funding Trust II hereby sells, transfers, conveys and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Autoassigns, without representation, warranty or recourse: (i) , except as specifically set forth herein, all of its right, title and interest of the Seller in, in and to and under (i) the Receivables listed identified on the Receivables Schedule of Receivables and all monies received thereon on and after the Cutoff Dateattached hereto as Schedule I, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) all monies paid or payable thereunder on or after December 15, 1997 (the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and"Cut-off Date"), to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damageRelated Security with respect to each such Receivable, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds of sale or other disposition of repossessed Financed Vehicles that were the conversion subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of December 15, 1997 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the "Assignment Agreement"), (vi) all records relating to any of the foregoing, voluntary or involuntary(vii) all rights of Funding Trust II assigned to Funding Trust II against Dealers under the Dealer Agreements and against Originators under the Originator Agreements, into cash or (viii) any other liquid propertyTrust Assets relating to the Receivables Assets, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in (ix) the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred Funding Trust I agrees to herein collectively pay to Funding II on the Closing Date as the “Purchased Property.”purchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $63,979,266.49 in immediately available funds to an account at a bank designated by Funding Trust II to Funding Trust I.

Purchase. On For the Closing Dateconsideration hereinafter set forth, and subject to satisfaction the provisions contained herein, Seller hereby agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of the conditions specified following (collectively, the “Property”): (a) The Property, together with all easements, rights-of-way, appurtenances, hereditaments and water and mineral rights appertaining to or otherwise benefiting or used in Article V connection with such real property and inuring to the First Step Receivables Assignment (and, in any event, immediately prior to consummation benefit of the Property or the fee owner thereof, together with all of Seller’s right, title and interest in and to any strips of land, streets, and alleys abutting or adjoining such real property, as further described on Exhibit A hereto; (b) All water, well, ditch surface and reservoir rights of whatever nature or kind related transactions contemplated to the Property (the “Water Rights”); (c) All existing buildings or other improvements, structures, open parking facilities and fixtures placed, constructed, installed or located on the Property and owned by the Further Transfer AgreementsSeller, if any), and all plants, trees, sculptures, signs, and other appurtenances located upon, over or under the Property and owned by Seller, if any, (collectively, the Seller shall sell, transfer, assign “Improvements”; the Property and otherwise convey Improvements are sometimes hereinafter collectively referred to Ally Auto, without recourse:as the “Real Property”); (id) all All right, title and interest of the Seller inSeller, in and to all governmental permits, approvals, variances, impact fees and under the Receivables listed on the Schedule credits, licenses, certificates and authorizations, including, without limitation, certificates of Receivables and all monies received thereon on and after the Cutoff Dateoccupancy, exclusive of any amounts allocable relating to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables andReal Property, to the extent permitted by law, any accessions thereto;assignable and capable of being transferred under applicable law in Seller’s possession or control (the “Permits”); and (iiie) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all All right, title and interest of Seller in and to (to the Seller inextent assignable and capable of being transferred under applicable law) all site plans, surveys, soil and substratus studies, architectural drawings, plans and specifications, engineering, electrical and mechanical plans and studies, floor plans, landscape plans, environmental assessment reports, engineering, structural or physical inspection reports, appraisals, feasibility studies, and other plans and studies of any kind, in Seller’s possession or control, relating to and under the First Step Receivables AssignmentReal Property (the “Plans”); and (vif) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above Any and all payments on other rights, privileges, and appurtenances owned by Seller and in any way related to, or used in connection with, the Real Property, to the extent assignable and capable of being transferred under applicable law (the “Intangible Property”). (g) Purchaser acknowledges and all proceeds agrees that the definition of every kind Property specifically excludes any such items that are owned entirely by Asset Seller and nature whatsoever in respect of any or all that are the foregoing, including all proceeds subject of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased PropertyAsset Purchase Agreement.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (A) in the case of Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (B) in the case of Receivables that are Simple Interest Receivables, all monies received thereon on and after the Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through ), (ii), (iii), (iv), and (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangiblesintangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “"Purchased Property.”"

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoCXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoCXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller GMAC in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On Subject to and on the Closing Dateterms and conditions set -------- forth herein, subject to satisfaction the Trustee hereby sells, transfers, conveys and assigns, on behalf of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoMaster Trust, without representation, warranty or recourse: (i) , except as specifically set forth herein all of its right, title and interest of the Seller in, in and to and under (i) the Receivables listed identified on the Receivables Schedule of Receivables and all monies received thereon on and after the Cutoff Dateattached hereto as Schedule I, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) all monies paid or payable thereunder on or after December 15, 1997 (the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and"Cut-off Date"), to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damageRelated Security with respect to each such Receivable, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest all proceeds of the Seller in foregoing, including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds from recourse against Dealers on of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables; , (v) all of its right, title and interest of in the Seller inTransaction Documents, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of Records relating to any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or (vii) all rights of the Trustee assigned to the Trustee for the benefit of the Certificateholders against Dealers pursuant to Dealer Agreements and Originators pursuant to Originator Agreements; (viii) any other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights Trust Assets relating to payment of any the Receivable Assets and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in (ix) the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred Funding Trust II agrees to herein collectively pay to the Trustee on the Closing Date as the “Purchased Propertypurchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $63,979,266.49 in immediately available funds to an account at a bank designated by the Trustee to Funding Trust II.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoCXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (A) in the case of Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (B) in the case of Receivables that are Simple Interest Receivables, all monies received thereon on and after the Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller GMAC in, to and under the First Step Receivables Assignment; and (vi) all the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangiblesintangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On Subject to and on the Closing Dateterms and conditions set forth herein, subject to satisfaction of the conditions specified in Article V Funding Trust II hereby sells, transfers, conveys and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Autoassigns, without representation, warranty or recourse: (i) , to Funding Trust I except as specifically set forth herein, all of its right, title and interest of the Seller in, in and to and under (i) the Receivables listed identified on the Receivables Schedule of Receivables and all monies received thereon on and after the Cutoff Dateattached hereto as Schedule A, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) all monies paid or payable thereunder on or after August 31, 1999 (the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and"Cut-off Date"), to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damageRelated Security with respect to each such Receivable, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds of sale or other disposition of repossessed Financed Vehicles that were the conversion subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of September 1, 1999 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the "Assignment Agreement"), (vi) all records relating to any of the foregoing, voluntary or involuntary(vii) all rights of Funding Trust II assigned to Funding Trust II against Dealers under the Dealer Agreements and against Originators under the Originator Agreements, into cash or (viii) any other liquid propertyTrust Assets relating to the Receivables Assets, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in (ix) the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred Funding Trust I agrees to herein collectively pay to Funding II on the Closing Date as the “Purchased Property.”purchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $51,000,000.00 in immediately available funds to an account at a bank designated by Funding Trust II to Funding Trust I.

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step this Agreement, on a Purchase Date with respect to a Receivables Assignment (andPurchase Agreement Supplement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (each, a "CONVEYANCE") without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in and to: (i) each and every Receivable listed from time to and under the time on Schedule A to such related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with each Conveyance, HARC will pay or cause to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the related Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with each Conveyance, Seller further agrees that it will, at its own expense, on or prior to the related Purchase Date (i) through indicate in its computer files or microfiche lists that the related Receivables have been conveyed to HARC in accordance with this Agreement and the related Receivables Purchase Agreement Supplement, and have been conveyed by HARC to the related Indenture Trustee pursuant to the related Master Sale and Servicing Agreement for the benefit of the related Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the related Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the related Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that each Conveyance shall constitute a sale of the Seller's right, title and interest in and to the related Receivables and Other Conveyed Property, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the such Receivables and Other Conveyed Property subject to such Conveyance shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as each Conveyance of Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and Other Conveyed Property and not a loan. In the “Purchased event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recoursethis Agreement: (i) Seller will sell, transfer, assign, set over, deliver and otherwise convey to Purchaser, and Purchaser will purchase, (A) all of Seller’s right, title and interest of the Seller in, to and under all of the Existing Purchased Receivables listed on of Seller and the Schedule of Receivables related Contracts, all collections thereon and all monies other amounts with respect thereto that are received thereon on and after the Cutoff DateCut-Off Time and all unpaid amounts due or to become due thereunder after the Cut-Off Time, exclusive all Related Security for such Existing Purchased Receivables, and any proceeds of any amounts allocable the foregoing, (B) all forms and marketing materials used in or relating to the premium for physical damage collateral protection insurance required finance business of Seller, with or without Seller’s name and any of its Marks, and the right to use such forms and marketing materials in the premium finance business but subject, in all cases, to the limitations set forth in Section 5.16 below, (C) all files and all records of Seller relating to its Existing Purchased Receivables, agent accounts and Insurance Obligors, other than those related to the Excluded Receivables, (D) [not used] (E) all of Seller’s rights, claims, credits, causes of action, rights to indemnification and contribution or right of setoff against third parties related to the Existing Purchased Assets, (F) the Assigned Contracts, and (G) the bank accounts used by Seller to fund Receivables, all of which are identified in Schedule 2.01(a)(i)(G) (the Seller or the Servicer covering any related Financed Vehicle;“Bank Accounts”). (ii) The property and the interest of proceeds thereof described in Section 2.01(a)(i) will constitute the Seller in assets sold to Purchaser under this Agreement (collectively, the security interests in “Existing Purchased Assets”). Except as expressly provided above, the Financed Vehicles granted by Obligors pursuant to the Receivables andExisting Purchased Assets do not include any property not described above, to the extent permitted by lawincluding, without limitation, cash and cash equivalents and any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability correspondence or other insurance policies covering files relating to either pending litigation or Excluded Receivables, which will remain the related Financed Vehicles or Obligors; (iv) the interest property of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing Seller. Such purchases described in clauses (iSection 2.01(a)(i) through (vii) above are to be evidenced by an Assignment in substantially the form set forth as Exhibit A to this Agreement, to which will be attached applicable Schedules identifying (x) the Existing Purchased Receivables and all payments on or under related Contracts conveyed to Purchaser by their account number and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds receivable balance as of the conversion of any or all of Cut-Off Time and (y) other Existing Purchased Assets, and by the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased PropertyThird Party IP Assignment.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (andthis Agreement, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the on each Purchase Date Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the "CONVEYANCE") without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, in AND TO: (i) each and every Receivable listed from time to and under the time on Schedule A hereto or to each related Receivables listed on the Schedule of Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and, to the extent permitted by law, and any accessions theretoother interest of Seller in such Financed Vehicles; (iii) the interest all rights of the Seller in against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other insurance policies covering documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorsObligor; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (vviii) all right, title property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and interest that has been acquired by or on behalf of HARC pursuant to the Seller in, to and under the First Step Receivables Assignmentliquidation of such Receivable; and (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On the Closing Date, (a) By execution of this Agreement and subject to satisfaction the terms and conditions of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any)this Agreement, the Seller shall sell, transfer, assign assign, and otherwise convey to Ally AutoHARC (collectively, the "Conveyance") without recourse: recourse (i) but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of the Seller in, to in and under the Receivables to: (i) each and every Receivable listed on Schedule A hereto or to the Schedule of related Receivables Purchase Agreement Supplement and all monies received paid or payable thereon or in respect thereof on and or after the related Cutoff Date, exclusive of any Date (including amounts allocable to due on or before the premium for physical damage collateral protection insurance required related Cutoff Date but received by the Seller on or the Servicer covering any related Financed Vehicleafter such date); (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Receivables and, to the extent permitted by law, any accessions theretoSeller in such Financed Vehicles; (iii) all rights of Seller under any Service Contracts on the interest of the Seller in related Financed Vehicles; (iv) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit lifeloss, credit life or disability or other insurance policies policies, if any, covering the related Financed Vehicles or Obligors; (iv) , including rebates of insurance premiums relating to the interest of the Seller in Receivables and any proceeds from recourse against Dealers on the liquidation of such Receivables; (v) all rightitems contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, title and interest of or the Seller in, to and under the First Step Receivables Assignment; andrelated Financed Vehicles or Obligor; (vi) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation of such Receivable; (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoingconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses . (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) through indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (viii) above deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is referred the intention of the parties hereto that the arrangements with respect to herein collectively as the “Purchased Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.”

Purchase. On Subject to and on the Closing Date, subject to satisfaction terms and conditions set forth herein (including the receipt of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if anyPurchase Price defined below), the Seller shall sellTrustee hereby sells, transfertransfers, assign conveys and otherwise convey to Ally Autoassigns, on behalf of the Master Trust, without representation, warranty or recourse: (i) , except as specifically set forth herein all of its right, title and interest of the Seller in, in and to and under (i) the Receivables listed identified on the Receivables Schedule of Receivables and all monies received thereon on and after the Cutoff Dateattached hereto as Schedule A, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) all monies paid or payable thereunder on or after August 31, 1999 (the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and"Cut-off Date"), to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damageRelated Security with respect to each such Receivable, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest all proceeds of the Seller in foregoing, including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds from recourse against Dealers on of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables; , (v) all of its right, title and interest of in the Seller inTransaction Documents, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of Records relating to any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary(vii) all rights of the Trustee assigned to the Trustee for the benefit of the Certificateholders against Dealers pursuant to Dealer Agreements and Originators pursuant to Originator Agreements, into cash or (viii) any other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights Trust Assets relating to payment of any the Receivable Assets and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in (ix) the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred Funding Trust II agrees to herein collectively pay to the Trustee on the Closing Date as the “Purchased Propertypurchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $51,000,000 in immediately available funds to an account at a bank designated by the Trustee to Funding Trust II.”

Purchase. On Subject to and on the Closing Dateterms and conditions set forth herein, subject to satisfaction the Trustee hereby sells, transfers, conveys and assigns, on behalf of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoMaster Trust, without representation, warranty or recourse: (i) , except as specifically set forth herein all of its right, title and interest of the Seller in, in and to and under (i) the Receivables listed identified on the Receivables Schedule of Receivables and all monies received thereon on and after the Cutoff Dateattached hereto as Schedule I, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) all monies paid or payable thereunder on or after October 21, 1996 (the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and"Cutoff Date"), to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damageRelated Security with respect to each such Receivable, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest all proceeds of the Seller in foregoing, including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cutoff Date (including net proceeds from recourse against Dealers on of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables; , (v) all of its right, title and interest of in the Seller inTransaction Documents, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of Records relating to any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or (vii) any other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights Trust Assets relating to payment of any the Receivables Assets and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in (viii) the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred Funding Trust II agrees to herein collectively pay to the Trustee on the Closing Date as the “Purchased Propertypurchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to 100% of the aggregate Outstanding Principal Balance of the Receivables as of the Cut-off Date in immediately available funds to an account at a bank designated by the Trustee to Funding Trust II.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoCXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (A) in the case of Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (B) in the case of Receivables that are Simple Interest Receivables, all monies received thereon on and after the Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangiblesintangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (A) in the case of Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (B) in the case of Receivables that are Simple Interest Receivables, all monies received thereon on and after the Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangiblesintangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “"Purchased Property.”"

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”